ONE Gas to Issue 2.63M Shares, Raise $205M via Forward Sales

ONE Gas, Inc. plans to settle three existing forward sale agreements and issue a total of 2,633,700 shares of common stock on or before December 29, 2025.

Rhea-AI Filing Summary

ONE Gas, Inc. plans to settle three existing forward sale agreements and issue a total of 2,633,700 shares of common stock on or before December 29, 2025. The settlements cover 223,000 shares under a forward with Bank of America dated September 11, 2023, 180,000 shares under a second Bank of America forward dated September 15, 2023, and 2,230,700 shares under a JPMorgan Chase Bank forward dated May 8, 2025. In connection with these equity settlements, ONE Gas expects to receive aggregate net proceeds of approximately $205 million, providing additional capital in exchange for share issuance.

Insights

Equity capital markets analyst

ONE Gas is converting three forward equity sales into shares, bringing in about $205 million in new capital.

ONE Gas, Inc. will settle three previously arranged forward sale agreements with Bank of America and JPMorgan Chase Bank, issuing a combined 2,633,700 common shares on or before December 29, 2025. Forward sales allow a company to lock in equity financing terms earlier and deliver shares later, so this step represents the execution of financing that was arranged in prior periods.

The company expects to receive net proceeds of approximately $205 million from these settlements. This adds equity capital to the balance sheet while increasing the share count, which can dilute existing holders’ ownership percentages. The economic impact for investors depends on how effectively this capital supports the company’s operations or investment plans, which would typically be detailed in other disclosures.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did ONE Gas, Inc. (OGS) disclose in this 8-K filing?

ONE Gas, Inc. disclosed that it plans to settle three forward sale agreements and issue a total of 2,633,700 shares of common stock on or before December 29, 2025, receiving approximately $205 million in net proceeds.

How many ONE Gas (OGS) shares will be issued under each forward sale agreement?

ONE Gas expects to issue 223,000 shares under a forward dated September 11, 2023 with Bank of America, 180,000 shares under a forward dated September 15, 2023 with Bank of America, and 2,230,700 shares under a forward dated May 8, 2025 with JPMorgan Chase Bank.

How much capital will ONE Gas (OGS) receive from settling these forward sale agreements?

In the aggregate, ONE Gas anticipates net proceeds of approximately $205 million from the settlement of the three forward sale agreements.

Who are the counterparties to ONE Gas (OGS) forward sale agreements mentioned in the filing?

The counterparties are Bank of America, N.A., acting as Forward Purchaser under agreements dated September 11, 2023 and September 15, 2023, and JPMorgan Chase Bank, National Association, acting as Forward Purchaser under an agreement dated May 8, 2025.

When does ONE Gas (OGS) expect to complete the issuance of shares under these forward agreements?

ONE Gas expects to settle the three forward sale agreements and issue the related shares of common stock on or before December 29, 2025.

What type of securities is ONE Gas (OGS) issuing in connection with the forward sale settlements?

ONE Gas is issuing shares of its common stock, par value $0.01 per share, in connection with the settlement of the three forward sale agreements.

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Accepted by SEC EDGAR 12/29/2025 - 04:05 PM Learn about SEC filing dates

false 0001587732 0001587732 2025-12-29 2025-12-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

(Date of report) December 29, 2025

(Date of earliest event reported) December 29, 2025

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma		001-36108		46-3561936
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

15 East Fifth Street

Tulsa, OK 74103

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code (918) 947-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OGS		New York Stock Exchange
Indicate by check mark whether
				NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

Pursuant to the terms of a Forward Sale Agreement between ONE Gas, Inc. (the “Company”) and Bank of America, N.A., as Forward Purchaser, dated as of September 11, 2023, as amended by an amendment dated as of December 27, 2024, the Company expects to settle and issue 223,000 shares of common stock on or before December 29, 2025.

Pursuant to the terms of a Forward Sale Agreement between the Company and Bank of America, N.A., as Forward Purchaser, dated as of September 15, 2023, as amended by an amendment dated as of December 27, 2024, the Company expects to settle and issue 180,000 shares of common stock on or before December 29, 2025.

Pursuant to the terms of a Forward Sale Agreement between the Company and JPMorgan Chase Bank, National Association, as Forward Purchaser, dated as of May 8, 2025, the Company expects to settle and issue 2,230,700 shares of common stock on or before December 29, 2025.

In the aggregate, the Company will receive net proceeds of approximately $205 million in conjunction with the three forward sale settlements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.

				ONE Gas, Inc.
				By:		/s/ Christopher P. Sighinolfi
Date: December 29, 2025						Christopher P. Sighinolfi
						Senior Vice President and Chief Financial Officer